Application手続き

Detailed explanation of Application手続き based on official information from 国家市場監督管理総局. Visa Types & Applications

Published: January 12, 2026

Enterprise Registration Application in China: A Complete Guide

1. Overview

Enterprise registration in China is the fundamental legal procedure for establishing a business entity with independent legal person status. It serves as the official gateway for companies to operate legally within China's market economy, granting them rights to engage in commercial activities, open bank accounts, hire employees, and enter into contracts. The registration process is governed by the Company Law of the People's Republic of China and administered by the State Administration for Market Regulation (SAMR) and its local counterparts. A successful registration results in the issuance of a Business License, which is the primary legal document certifying a company's existence and operational scope.

2. Applicable Objects & Scenarios

This process applies to:

  • Domestic and foreign investors establishing a Limited Liability Company (LLC), Joint Stock Company, or other corporate forms in China.
  • Entrepreneurs starting a new business that requires a separate legal entity.
  • Existing enterprises undergoing restructuring, merger, or change in legal form.
  • Scenarios requiring a formal business license for legal operation, taxation, employment, and banking.

3. Core Conclusions

  • Registration is mandatory for legally operating a company in China.
  • The process is centralized through the "One Window, One Form" system, integrating business registration,公章 (seal) carving, tax registration, social insurance registration, and housing fund registration.
  • Approval timelines have been significantly shortened in recent reforms.
  • The registered capital system is largely subscription-based, not paid-up, for most industries.
  • The Business License unifies the previous separate licenses for organization code, tax registration, and social insurance.
  • Ongoing compliance (annual reports, tax filings) is required post-registration.

4. Procedures & Steps

Step 1: Preparation

  • Name Pre-approval: Submit proposed company names (in Chinese) to the local Market Regulation Bureau for verification and reservation. Names must follow prescribed naming conventions.
  • Determine Company Structure: Decide on legal form (e.g., Wholly Foreign-Owned Enterprise (WFOE), Joint Venture, Domestic LLC), registered address, business scope, registered capital, and shareholder structure.
  • Prepare Documentation:
    • Application form for establishment registration.
    • Articles of Association signed by shareholders.
    • Identity documents of legal representative, directors, supervisors, and managers.
    • Proof of registered address (e.g., property ownership certificate or lease agreement).
    • For foreign investment: additional documents like foreign investor's identity proof, certificate of incorporation (notarized and legalized), and approval/filing from commerce department if required by the Negative List.

Step 2: Application & Submission

  • Submit all prepared materials to the local Market Regulation Bureau (Administration for Market Regulation) either:
    • Online: Via the local government service portal or the national enterprise registration online system.
    • In-person: At the local government service center or Market Regulation Bureau office.
  • Simultaneously apply for公章 (company seal) carving through the integrated system.
  • The application triggers parallel processes for tax registration, social insurance registration, and housing fund registration automatically.

Step 3: Review & Confirmation

  • The registration authority reviews submitted materials for completeness and compliance.
  • If approved, the Business License is issued (typically within 3-7 working days for straightforward cases, depending on locality and company type).
  • Collect the Business License (can be electronic or paper version with equal legal effect).
  • Arrange for physical公章 carving at an authorized agency using the issued license.
  • Complete supplementary procedures: open a corporate bank account, finalize tax registration details with the local tax bureau, and purchase invoice printing equipment if needed.

5. Frequently Asked Questions (FAQ)

Q1: What is the difference between registered capital and paid-in capital? A: Registered capital is the total capital subscribed by shareholders as stated in the Articles of Association. For most industries, there is no mandatory minimum or requirement for immediate full payment (paid-in capital) upon registration; shareholders pay according to the schedule in the charter. Specific industries (e.g., finance, insurance) may have different requirements.

Q2: Can a residential address be used as a company's registered address? A: Generally, a commercial or office property address is required. Using a residential address as a registered address is often restricted and depends on local regulations and the nature of the business. Some cities allow it for certain innovative industries under specific conditions. Please verify with local authorities.

Q3: How long is the Business License valid? A: The Business License itself does not have an expiration date for most companies. However, the company's operational term is specified in its Articles of Association. The business scope and other particulars must be updated via change registration if they are altered.

Q4: What is the "Negative List" for foreign investment? A: The Special Administrative Measures (Negative List) for Foreign Investment Access specifies industries where foreign investment is restricted or prohibited. For industries not on the list, foreign investment generally enjoys national treatment (pre-establishment national treatment plus negative list management). Projects in restricted industries require prior approval from the commerce department.

Q5: Is it necessary to hire a local agent to handle registration? A: It is not legally mandatory. Investors can handle the process themselves. However, due to language barriers, complex regulations, and procedural details, many foreign investors and busy entrepreneurs choose to engage professional legal or consulting firms to ensure accuracy and efficiency.

Q6: What happens after getting the Business License? A: Post-registration obligations include: filing with the tax authorities for tax types认定 (identification), conducting annual reporting through the National Enterprise Credit Information Publicity System (usually between January 1 and June 30), complying with tax filing schedules, and maintaining proper accounting records.

6. Risks & Compliance

  • Accuracy of Information: Providing false materials or concealing important facts can lead to rejection of the application, revocation of the license, fines, and inclusion in the失信名单 (dishonesty blacklist).
  • Business Scope: Operating beyond the approved business scope is illegal. The scope must be described using standardized terms from the national classification catalog.
  • Registered Address: A company must maintain a genuine, effective contact address. Using a虚假地址 (fake address) can result in abnormal operation status and administrative penalties.
  • Annual Compliance: Failure to submit the annual report on time will result in the company being listed as经营异常 (abnormal operation) and face restrictions in government procurement,工程招投标 (project bidding), and banking services.
  • Disclaimer: This guide provides general information. Regulations and procedures are subject to change. Always consult the latest official guidelines and seek professional advice for your specific situation before proceeding.

7. References & Sources

8. Related Topics

  • Change Registration (for alterations to company name, address, legal representative, etc.)
  • Company Deregistration & Liquidation
  • Annual Report Filing for Enterprises
  • Foreign Investment Enterprise (FIE) Establishment
  • Tax Registration Procedures in China
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